TRACK & ROLL TERMS OF SERVICE

 

Last updated 02nd January 2019

 

This Terms of Service Agreement (this “Agreement”) is made and entered into by and between you, as a User or Users (as defined below), and Track & Roll Pte Ltd, a company doing business as Track & Roll, and its subsidiaries and affiliates (collectively known as “Track & Roll”). This Agreement contains the terms and conditions that govern the use of Track & Roll’s Human Resource Management Solution (HRMS) portal (known as the “Portal”) and related software modules or Services (collectively known as the “Service”).

Track & Roll directly, and through its website (www.tracknroll.com) and the associated domains thereof (the “Site”), offers customers the products and Service listed at www.tracknroll.com/pricing (as such list may be updated, modified, or otherwise changed from time to time in relation to the Service).

“Track & Roll Content” refers to text, images, graphics, music, software, audio, video, works of authorship of any kind, and documentation, information, or other materials that are generated, posted, provided, or otherwise made available through the Service by Track & Roll, other than User Content (as defined below). User Content and Track & Roll Content shall be collectively known as “Content.”

Use of the Portal and the Service are each conditioned upon User’s full compliance with this Agreement and all applicable laws, rules, and regulations. This Agreement is applicable to all persons who use or access the Portal and/or the Service, in their company’s capacity or in an individual capacity, including authorized users representing the company, its employees, or other persons using or accessing the Service (collectively, “Users” or “User” or “Clients”). If Users are agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to this Agreement and User’s agreement to these terms will be treated as the agreement of such business or individual. In that event, “User” also refers to that business or individual. By clicking the applicable button to indicate User’s acceptance of this Agreement, or by accessing or using the Portal, User agrees, effective as of the date of such action, to be bound by the Agreement.

 

  1. Service Fees and Payment Terms
  2. Modification of Service of this Agreement
  3. Usage Rights; Restrictions; Support
  4. User Responsibility and Obligations
  5. Intellectual Property Rights
  6. Privacy Policy and Publicity
  7. User content
  8. Warranties and Limitation of Liability
  9. Security Breach
  10. Indemnification
  11. Governing Law
  12. iOS Version
  13. Compliance with Laws; Disclaimers
  14. Terms and Termination
  15. General Provisions
  16. Contact Information

 

1. Services Fees and Payment Terms

1.1 Users agree to make payment to the fees for the Services in accordance with the applicable fee schedules listed at www.tracknroll.com/pricing, and Users authorize Track & Roll to debit User’s designated bank account, as specified by Users, or User’s designated credit card upon confirmation to the monthly or annual subscription to the Services. Users subscription to the Services renews automatically for the same term selected upon initial payment (e.g., month-to-month, annual, etc.). Users may change Users’ subscription term at any time by contacting Track & Roll using one of the methods set forth in the Contact Information section below. If Users are paying by credit card, Users’ credit card will be charged once a month for monthly subscriptions and at the time Users’ annual subscription payment has been depleted based on Users’ number of employees and subscription of the Services. Track & Roll will email Users a receipt when Users’ card has been charged. If Users’ card cannot be charged, Track & Roll will notify and Users will need to update Users’ payment information. In the event Users do not update Users’ payment information within 30 days  of Track & Roll’s notice, Users’ access to the Services may be suspended and Users will need to update Users’ card information in order to resume use of the Services. There will be no refunds or credits for partial days or months of Services.

1.2 Annual subscription pricing requires a one-year minimum commitment as it will of a different price model from the monthly subscription. If Users cancel Users’ subscription, or Users’ subscription is suspended for nonpayment, before the end of the one-year commitment period, Users will no longer qualify for annual subscription pricing and Users will be charged the difference between the monthly and annual commitment pricing for the number of months Users’ subscription was active. 

1.3 All fees are exclusive of all taxes or duties imposed by governing authorities. Other than sales taxes which Track & Roll may be required to collect from Users and remit to appropriate taxing authorities, Users alone are responsible for payment of all such taxes or duties.

1.4 Track & Roll may at any time, upon notice of at least 90 days, or a longer period if required by Applicable Law, change the price of Users’ subscription or any part thereof, or institute new charges or fees, or introduce new Services plans where applicable. Price and Services plan changes and institution of new charges implemented during Users’ annual subscription period will come into effect for any subsequent annual subscription periods and to all new subscribers after the effective date of the change. If Users do not agree to any such price changes, then Users must cancel Users’ subscription and stop using the Services prior to the commencement of the renewal subscription period for which the price change applies.

 

2. Modification of Service or this Agreement

2.1 The Service may be made available in free or paid versions at different levels. Not all features and functionality of the Service may be available in each version or level. Track & Roll reserves the right, in its sole discretion, to modify, add, or remove portions and/or functionality of the Service on a temporary or permanent basis, without liability to Users or any third party.

2.2 Track & Roll may modify, add, or remove portions of this Agreement at any time. In the event Track & Roll determines it is necessary to make a material modification to this Agreement, Users will be notified of such change. It is important that Users review the Agreement whenever Track & Roll modifies it because if Users continue to use the Portal or Service after Track & Roll has notified Users of the modification and the modified Agreement has been posted on the Portal or Site, Users are indicating to Track & Roll that Users agree to be bound by the modified Agreement. If Users do not agree to be bound by the modified Agreement, then Users may not continue to use the Portal or Service. Because the Portal and Service are changing over time, Track & Roll may change or discontinue all or any part of the Portal, Service, or Track & Roll Content at any time and without notice, at Track & Roll’s sole discretion.

Users may review the most current version of this Agreement at: http://www.tracknroll.com/terms

2.3 If Users are dissatisfied with the terms of this Agreement or any modifications to this Agreement or the Service, Users agree that Users’ sole and exclusive remedy is to terminate this Agreement and discontinue any use of the Service.

 

3. Usage Rights; Restrictions; Support 

3.1 During the Term, Track & Roll grants Users a limited, non-transferable, non-sublicensable, non-exclusive right to access, view and use the hosted software products and related information included in the Services and all modifications and/or enhancements to any of the foregoing (“Software”) via a web browser or other device owned or controlled by Users for Users’ internal business use solely in connection with User’s permitted use of the Portal for User’s own behalf. Nothing in this Agreement obligates Track & Roll to deliver or make available any copies of computer programs or code from the Software to Users, whether in object code or source code form. Users agree to use the Services only in compliance with all applicable local, state, national, and international laws, rules and regulations (“Applicable Law”). Users shall not, and shall not agree to, and shall not authorize, encourage or permit any third party to: 

3.2 Track & Roll shall: (i) provide Users with basic support in connection with Users’ use of the Services at no additional charge, and with upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (which Track & Roll shall schedule to the extent practicable during the weekend hours from 9:00 p.m. Friday to 11:59 p.m. Sunday Asia-Pacific Time), or (b) any unavailability caused by circumstances beyond Track & Roll’s reasonable control, including acts of God (force majeure), acts of government & authorities, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), Internet Services provider failures or delays, 3rd party infrastructure Portal provider failures or delays, or any denial of Services attacks, and (iii) provide the Services only in accordance with Applicable Law.

3.3 Track & Roll shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the Services, and the security of Users’ Data. Track & Roll shall not (a) disclose Users’ Data except as compelled by Applicable Law or as Users expressly authorize in writing, or (b) access Users’ Data except to provide the Services and prevent or address Services or technical problems, or at Users’ express request in connection with customer support matters. In the event we are compelled by Applicable Law to disclose Users’ Data, we will provide Users with notice thereof, (in advance, if possible) if permitted by Applicable Law.

3.4 Users are solely responsible for Users’ Data, and all uses of Users’ Data that occur through Users’ account. 

3.5 If Users integrate with Track & Roll using our API, Users must use efficient programming, which will not cause too many requests to be made in too short a period of time, as-determined solely by Track & Roll. If this occurs, Track & Roll reserves the right to throttle Users’ API connections, or suspend or terminate Users’ Track & Roll account.

 

4. Users Account, Responsibility and Obligations

4.1 To use the Portal, Users must have an account with Track & Roll (an “Account”). Users hereby authorize Track & Roll to obtain and store User’s Account information as necessary to make the Portal available to Users.

4.2 Users will designate and authorize either itself and/or one or more individuals with authority to (i) act on User’s behalf, (ii) provide information on User’s behalf, and (iii) bind User and/or User’s business with respect to the Services (each such individual, an “HR Master”). A HR Master is authorized by Users to access the Service by entering a confidential username and password. Such Account login information will entitle the HR Master, to have the authority to input information and access, review, modify, and/or provide approvals on User’s behalf.

4.3 Users are solely responsible for all actions taken under any Account that Users have access to. Any actions taken under Accounts that User has access to will be deemed authorized by User, regardless of User’s knowledge of such actions (the “Authorized Actions”). Authorized Actions include but are not limited to (i) actions taken by Users, a HR Master, or an authorized representative of Users (an “Authorized Representative”), and (ii) actions that User, a HR Master, or an Authorized Representative (or anyone that Track & Roll reasonably believes to be User, a HR Master, or an Authorized Representative) directs or instructs Track & Roll to take on its behalf.

In addition, Users are solely responsible for (i) following instructions that Track & Roll provides to User with respect to the Services, whether such instructions are provided via the Portal, email, or otherwise, (ii) obtaining, maintaining, and keeping secure any equipment and ancillary services necessary to connect to, access, or otherwise utilize the Portal, including but not limited to internet access, networking equipment, hardware, software, and operating systems, and (iii) maintaining applicable accounts with providers of Third-Party Services (as defined below) utilized by User.

4.4 Users will, and will cause authorized users of User’s Account, including but not limited to HR Masters and Authorized Representatives, to take reasonable steps to adequately secure, and keep confidential, any User Account passwords or credentials, and any information accessible via the User Account. If User believes or suspects that User’s Account or passwords or credentials for User’s Account have been disclosed to, accessed by, or compromised by unauthorized persons, User must immediately notify Track & Roll. Track & Roll reserves the right to prevent access to the Services if Track & Roll has reason to believe that User’s Account or passwords or credentials for User’s Account have been compromised.

4.5 Users are responsible for timely providing Track & Roll with the information required where applicable for Track & Roll to perform the Services. User may furnish such information directly to Track & Roll or via a HR Master or Authorized Representative, such as User’s accountant. Furthermore, User represents and warrants to Track & Roll that for any information that User shares with Track & Roll, whether directly, via its HR Master, or via its Authorized Representative, User will have the authority to share such information. Users are responsible for the accuracy and completeness of information provided to Track & Roll, and User will ensure that any such information, whether provided by User, a HR Master, or Authorized Representative, is accurate and complete. Moreover, Users are required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly notify Track & Roll, whether directly or through a HR Master or Authorized Representative, of any changes to the information provided to Track & Roll.

4.6 In addition, Users, whether directly or through its HR Masters or Authorized Representatives, is responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Materials”) posted to the Portal by Track & Roll (or otherwise made available to User by Track & Roll) for User’s review, and User or its HR Masters or Authorized Representatives must notify Track & Roll of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from Track & Roll.

4.7 Users, whether directly or through its HR Masters or Authorized Representatives, is also obligated to promptly notify Track & Roll of any third-party notices that Users may receive which could affect Track & Roll’s ability to effectively provide the Services or increase the likelihood that a Claim (as defined below) is brought against User or Track & Roll in connection with the Services, such as notices from the Internal Revenue Service or other government agencies regarding penalties or errors relating to the Services, and, if User subscribes to the Employee Benefits Service (as defined in the Add-on Service), notices from insurance carriers regarding eligibility, enrollment, payment, or any other communications affecting the contract of services with that insurance carrier.

User agrees that, to the fullest extent permitted by law, the provision of Account login credentials (e.g., username and password) or identity verification credentials to Track & Roll by User, a HR Master, or an Authorized Representative, together with any actions authorized by such foregoing parties via the Portal (e.g., clicking the “Complete Payroll” or other buttons) or otherwise (e.g., verbally telling a Track & Roll Customer Care representative to take an action), will have the same effect as such parties providing a written signature authorizing electronic payments, filings, or any other actions in connection with the Services.

 

5. Intellectual Property Rights

5.1 As between the parties, Track & Roll owns and shall retain all right, title and interest in and to (a) the Software and the Services, including all intellectual property rights, and (b) transactional and performance data related to Users’ use of the Services. Track & Roll may collect, use and disclose all such transactional and performance data for its business purposes (including software use optimization and product marketing) provided that such use does not reveal Users’ identity, any of Users’ confidential information or any personally identifiable information that belongs to Users or Users’ employees .

5.2 Users retain all right, title and ownership interest in and to Users’ Data. Track & Roll has no right, title or interest in any personally identifiable information contained in or related to Users’ Data. 

5.3 Users have no obligation to give Track & Roll any suggestions, enhancement requests, recommendations, comments or other feedback (“Feedback”) relating to the Services. To the extent Users provide any Feedback to Track & Roll, Track & Roll may use and include any such Feedback to improve the Services or for any other purpose. Accordingly, if Users provide Feedback, Users agree that Track & Roll shall own all such Feedback and Track & Roll and its affiliates, licensees, clients, partners, third-party providers and other authorized entities may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the Services or other related technologies, and Users hereby assign, irrevocably, exclusively and on a royalty-free basis, all such Feedback to Track & Roll.

 

6. Privacy Policy and Publicity

6.1 Users acknowledge and understand that Track & Roll may collect, use, and disclose User’s information pursuant to Track & Roll’s Privacy Policy (www.tracknroll.com/privacy)[PM5]  as it may be updated from time to time. Users may refer to Track & Roll’s Privacy Policy for information on how Track & Roll collects, uses, and discloses information from Users.

6.2 During the Term, Track & Roll may disclose Users’ name as a customer of Track & Roll and/or subscriber of the Services, together with any User Content or other comments or reviews of Track & Roll or the Services that Users post on or through the Services, if any, and Users hereby grant Track & Roll the right to display Users’ name, logo, and comments or reviews, in Track & Roll’s marketing materials and on Track & Roll’s public website, in each case in accordance with any branding guidelines Users may provide to Track & Roll.

 

7. User Content

7.1 Certain features of the Site may enable users to submit, upload, post, share, display, or transmit to other users (hereinafter, “post”) user-generated content (“User Content”) and interact with others through user comment areas, message boards, direct messages, Track & Roll’s blog, and similar user-to-user areas, as applicable. User Content also includes any comments or reviews Users provide to Track & Roll about the Services.

7.2 Users hereby grant to Track & Roll an irrevocable, perpetual, non-exclusive, transferable, sublicensable, royalty-free, worldwide right and license to use, reproduce, display, perform, distribute, and prepare derivative works of any User Content Users post on or through the Services for any purpose and in all forms and all media, whether now known or that become known in the future, and Users waive any and all Claim that Users may have now or may hereafter have in any jurisdiction to any moral rights and all rights of “droit moral” in Users’ User Content, even if Users’ User Content is altered or changed in a manner not agreeable to Users. If Users post User Content, Users represent and warrant to Track & Roll that Users own or control all rights in and to such User Content and have the right to grant the rights above to Track & Roll.

 

8. Limitation of Liability

8.1 Track & Roll is not responsible or liable for (i) User Content or anyone’s reliance on User Content; (ii) Resulting Errors or any consequences or Claim directly or indirectly arising from Resulting Errors; (iii) any consequences or Claim directly or indirectly resulting from User’s delay in providing, or User’s failure to provide, Track & Roll with information necessary for its provision of Services; (iv) unauthorized third-party actions taken in User’s Account and any transactions, consequences, or Claim arising therefrom; (v) User’s negligence or any negligence of User’s Account Administrator or Authorized Representative; (vi) any Claim, or portions of any Claim, that could have reasonably been avoided or mitigated by User through reasonable efforts; (vii) any circumstances or Claim arising out of or related to a Partner’s use of User’s Shared Information; (viii) any Requested Actions, or any consequences or Claim directly or indirectly resulting therefrom; or (ix) User’s failure, or the failure of any HR Masters or Authorized Representatives, to properly follow Track & Roll’s instructions with respect to the Services.

8.2 Neither Track & Roll nor any other party involved in creating, producing, or delivering the Portal, services, or Track & Roll content will be liable for any incidental, special, exemplary, or consequential damages, including lost profits, loss of data or goodwill, service interruption, computer damage, or system failure, or the cost of substitute services arising out of or in connection with this agreement, or from the use of or inability to use the Portal, Services, or content, whether such damages are based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not Track & Roll has been informed of the possibility of such damages, even if a limited remedy set forth herein is found to have failed of its essential purpose.

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to Users. In no event will Track & Roll’s total liability for any claim arising out of or in connection with this agreement or from the use of or inability to use the Portal, Services, or Content exceed the amounts user has paid to Track & Roll for use of the Portal, Services, or Content in the six (6) month period immediately preceding the events giving rise to the applicable claim. The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between Track & Roll and Users.

 

9. Security Breach

9.1 External Breach: In the event of a security breach by anyone other than Users’ employee, contractor or agent, upon discovery of such breach, Track & Roll will: (a) initiate remedial actions that are in compliance with applicable law and consistent with industry standards; and (b) notify Users of the security breach, its nature and scope, the remedial actions Track & Roll will undertake, and the timeline within which Track & Roll expects to remedy the breach.

9.2 Internal Breach: In the event of a security breach by Users’ employee, contractor or agent, Users shall have sole responsibility for initiating remedial actions and shall notify Track & Roll immediately of the breach and steps Users will take to remedy the breach.

 

10. Indemnification

10.1 Users agree to indemnify, defend and hold harmless Track & Roll, and its affiliates, officers, agents, and employees (collectively the “Indemnified Parties”) from and against any costs, damages, expenses (including, without limitation, reasonable legal and accounting fees), judgments, losses and other liabilities (including amounts paid in settlement) (the “Liabilities”) incurred as a result of any third-party action, claim, demand, proceeding or suit (the “Claim”) to the extent arising out of or in any way connected with (i) User’s access to or use of the Portal, Services, or Content; (ii) User Content; (iii) User’s violation or alleged violation of this Agreement; (iv) User’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (v) User’s violation or alleged violation of any applicable law, rule, or regulation, including but not limited to wage and hour laws; (vi) User’s gross negligence, fraudulent activity, or willful misconduct; (vii) Track & Roll’s or any other Indemnified Party’s use of or reliance on information or data furnished by Users, an employee or independent contractor of Users, User’s HR Master, or User’s Authorized Representative in providing the Services, or otherwise in connection with this Agreement; (viii) actions or activities that Track & Roll or any other Indemnified Party undertakes in connection with the Services or this Agreement at the direct request or instruction of anyone that Track & Roll or any other Indemnified Party reasonably believes to be Users, a HR Master, or an Authorized Representative (each such action or activity, a “Requested Action”); (ix) Track & Roll’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (x) User’s failure, or the failure of any HR Masters or Authorized Representatives, to properly follow Track & Roll’s instructions with respect to the Services.

10.2 Track & Roll agrees to indemnify, defend and hold harmless Users, and Users’ affiliates, officers, agents, and employees from and against any Liabilities incurred as a result of any third-party Claim to the extent arising from or connected with an allegation that Users’ use of the Software and/or Services in accordance with this Agreement infringes the intellectual property rights of a third party. Notwithstanding the foregoing, in no event shall Track & Roll have any obligations or liability arising from: (a) use of the Software and/or Services in a modified form or in combination with materials or software not furnished by Track & Roll, and (b) any Content, information or Data provided by Users, Users’ end users, or other third parties.

10.3 A party seeking indemnification hereunder shall (a) promptly notify the other party in writing of the Claim, (b) give the indemnifying party sole control of the defense of such Claim and all negotiations for the compromise or settlement thereof (provided that if any settlement requires any action or admission by the indemnified party, then the settlement will require the indemnified party’s prior consent), and (c) provide the indemnified party with all reasonable cooperation, information and assistance in connection with such Claim; provided, however, that failure by the indemnified party to provide prompt notice of a Claim, grant such sole control, and/or provide such cooperation, information and assistance, shall not relieve the indemnifying party of its obligations under this article, except to the extent that the indemnifying party is materially prejudiced by such failure. The indemnified party may be represented by its own counsel, at its own expense.

 

11. Governing Law

11.1 This Agreement shall be governed by and construed in accordance with the substantive laws of Brunei Darussalam, without reference to conflict of laws principles. Any legal action or proceeding with respect to this Agreement must be brought in the courts of Brunei Darussalam.

 

12. Compliance with Laws; Disclaimers

12.1 Each Party shall comply with all Applicable Law in connection with its own activities in relation to this Agreement. The Services can be configured and used in ways that do not comply with Applicable Laws and it is Users’ sole responsibility to monitor Users’ employees’ use and Users’ use of the Services to ensure that such use complies with and is in accordance with Applicable Law. In no event shall Track & Roll be responsible or liable for Users’ failure to comply with Applicable Law in connection with Users’ use of the Services. 

12.2 Track & Roll does not provide its customers with legal advice regarding compliance, data privacy or other relevant Applicable Law in the jurisdictions in which Users use the Services, and any statements made by Track & Roll to Users shall not constitute legal advice. 

12.3 Users acknowledge that Track & Roll exercises no control over Users’ specific human resource practices implemented using the Services or Users’ decisions as to employment, promotion, advancement, termination, notification, or compensation of any employee or authorized user of the Services. Users further agree and acknowledge that Track & Roll does not have a direct relationship with Users’ employees and that Users are responsible for all contact, questions, Data updates and collection, with Users’ employees. In addition, Users are responsible for the privacy (including adopting and posting Users’ own privacy policies governing Users’ treatment of Users’ employees’ Data), collection, use, retention and processing of Users’ employees’ Data, and providing any and all notices and information to Users’ employees regarding the foregoing, in compliance with all applicable laws. Track & Roll hereby disClaim all liability arising from Users’ decisions and from harmful data or code uploaded to the Services by Users and/or Users’ employees, contractors or agents.

12.4 Users agree that Users will not, directly or indirectly, ship, transfer, transmit, export or re-export, or knowingly permit any of the foregoing with respect to the Services or Software, or any technical information about the Services or Software, to any other country.

12.5 Users represent and warrant that (a) Users are not located in a country that is subject to a Government embargo, or that has been designated by the Government as a “terrorist supporting” country; and (b) Users are not listed on any Government list of prohibited or restricted parties. 

 

13. iOS Version

13.1 If Users use the iOS version of the Services, Users acknowledge the statements set forth in this Section. This Agreement is between Users and Track & Roll only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the functionality or Content thereof. Apple has no obligation whatsoever to furnish any maintenance and support Services with respect to the Services. In the event of any failure of the Services to conform to any applicable warranty and if Users purchased a subscription to the Services through Apple, then Users may notify Apple and Apple will refund the purchase price for the relevant Services to Users; and, to the maximum extent permitted by Applicable Law, Apple has no other warranty obligation whatsoever with respect to the Services. As between Apple and Track & Roll, Track & Roll is responsible for any Claim, losses, liabilities, damages, costs or expenses attributable to any failure of the Services to conform to any warranty, subject to the terms of this Agreement. Apple is not responsible for addressing any Claim brought by Users or any third party relating to the Services or Users’ possession and/or use of the Services, including, but not limited to: (a) product liability Claim; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; and (c) Claim arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that Users’ possession and use of the Services infringes that third party’s intellectual property rights. Users agree to comply with any applicable third party terms, when using the Services. Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and upon Users’ acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against Users as a third party beneficiary of this Agreement.

 

14. Terms and Termination

14.1 This Agreement will remain in effect until all subscriptions granted in accordance with this Agreement have expired or this Agreement is terminated by User or Track & Roll (the “Term”). If Users elect to use the Service for a free trial period, and do not purchase a subscription before the end of such period, this Agreement will expire at the end of the free trial period. 

14.2 Subscriptions purchased by Users commence on the start date specified upon payment and continue for the subscription term selected at the time of payment. Subscriptions automatically renew, as described in Section 4.1.

14.3 Users are solely responsible for the proper cancellation of the subscription. Users may cancel the subscription at any time by emailing support@tracknroll.com with details of the Users account (e.g Company Name, username and contact number) where Track & Roll support team will follow-up with the necessary actions for cancellation.

14.4 Track & Roll may terminate this Agreement at any time in the event Users materially breach this Agreement and do not cure such breach within thirty (30) days of Track & Roll providing Users with written notice (including notice by email). However, in the case of Users’ non-payment (including in the event when Users’ credit card cannot be charged), Track & Roll may suspend Users’ access to the Service upon any such nonpayment and may terminate this Agreement, if such breach is not remedied within thirty (30) days of notice by Track & Roll to Users.

In addition to Track & Roll’s foregoing termination right, Track & Roll may immediately suspend or restrict User’s Account; suspend or restrict User’s access to the Portal or any Service; block User’s ability to use any particular feature of a Service; or immediately terminate the Service and this Agreement, in each case with or without notice to User and without liability, in the event that: (i) Track & Roll has any reason to suspect or believe that Users may be in  violation of this Agreement; (ii) Track & Roll determines that User’s actions are likely to cause legal liability for or material negative impact to Track & Roll; (iii) Track & Roll believes that Users have misrepresented any data or information or that Users have engaged in fraudulent or deceptive practices or illegal activities; (iv) Track & Roll has determined that Users are behind in payment of fees for the Service and Users has not cured such non-payment within thirty (30) days of Track & Roll providing Users with notice of the non-payment; (v) while Track & Roll aims to provide & support a variety of organization types with solutions, in certain unique situations, if Track & Roll cannot support the specific requirements for User’s business or organization type, Track & Roll may immediately terminate the Service and this Agreement upon written notice to Users; (vi) Users do not log in to or otherwise use the Service for a period of 180 days or more if Users have a paid account and for a period of 60 days or more if Users have a free account.

The termination of any of the Service or this Agreement will not affect User’s or Track & Roll’s rights with respect to transactions which occurred before termination. Track & Roll will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to Track & Roll‘s termination of this Agreement. Any unpaid or outstanding fees or subscription for Service rendered as of the time of termination of this Agreement should be settled by Users.

Track & Roll will not refund to Users any prepaid fees covering any period of the term remaining after the date of termination for all subscriptions. Track & Roll may downgrade, suspend or terminate Users’ access to the Service without liability, following a 30 day notification period, if such action is based on (a) Track & Roll’s good faith belief that Users have violated any provision of this Agreement (including a failure to make any payment when due), or (b) Users do not log in to or otherwise use the Service for a period of 180 days or more if Users have a paid account and for a period of 60 days or more if Users have a free account.

14.5 In the event Users’ subscription or Service are terminated, Track & Roll  will in best effort basis provide Users with the ability to view and download Data information related to Users organization (example; employee listing and related information) at the sole discretion of Track & Roll. Track & Roll shall have no obligation to maintain any Data and shall thereafter, unless legally prohibited to do so, delete all of Users’ Data contained in Track & Roll’s systems or otherwise in its possession or under its control.

 

15. General Provisions

15.1 Entire Agreement. This Agreement encompasses the entire agreement between Users and Track & Roll with respect to the subject matter hereof and supersedes all prior representations, agreements and understandings, written or oral.

15.2 Modification. This Agreement may only be altered, amended or modified by a written or electronic instrument executed by both parties.

15.3 No Waiver. The failure of Track & Roll to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

15.4 Severabiilty. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall be interpreted so as to reasonably effectuate the intention of the parties, and shall not affect the validity and enforceability of any remaining provisions. 

15.5 Survival. The provisions of this Agreement that should, by their nature survive termination and/or expiration, shall and do survive such termination and/or expiration.

15.6 Assignment. Users may not assign or otherwise transfer any of Users’ rights or obligations under this Agreement without Track & Roll’s prior written consent, which consent shall not be unreasonably withheld. This Agreement shall be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. Any assignment in violation of the foregoing will be null and void.

15.7 No Legal Advice; Reliance. No part of this Agreement is intended or shall be construed as legal advice. Track & Roll shall not be liable for an errors or omissions in the Content of this Agreement or for any actions taken in reliance thereon.

15.8 No purchase order or other form submitted by Users will modify, supersede, add to or in any way vary the terms of this Agreement. As used herein, the words “including,” “included” and “includes” mean inclusion without limitation.

 

16. Contact Information

If Users have any questions about the Services, this Agreement, or the Portal, Users may email us at info@tracknroll.com or call us at +673 8757807.